In this explanatory note, the Corporate Governance Committee focuses on the role of the independent director. Independent directors have a number of legal duties, but they also play a crucial role in decisions that determine the sustainability of a company and are therefore an essential element of the principles of good governance. Being free of any conflict of interest, they contribute to the board's ability to maintain a critical analysis and balancing of stakeholder interests at all times.

Because true independence is not limited to the fulfilment of certain formal criteria, the Corporate Governance Committee considered it useful to clarify the concept of an independent director, the specific cases in which the independent director plays a decisive role and the behaviour to be observed in these situations.

Explanatory note on independent directors (Dutch version) Explanatory note on independent directors (French version)